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                                                                    EXHIBIT 31.2



                                 CERTIFICATIONS

I, Mike Peterson, certify that:

   1.    I have reviewed this annual report on Form 10-KSB of WHY USA Financial
         Group, Inc.;

   2.    Based on my knowledge, this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this annual report;

   3.    Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the company as of, and for, the periods presented in this
         annual report;

   4.    The other certifying officers and I are responsible for establishing
         and maintaining disclosure controls and procedures (as defined in
         Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over
         financial reporting (as defined in Exchange Act Rules 13a-15(f) and
         15d-15(f))for the company and we have:

         (a)      designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the company, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this annual report is being
                  prepared;

         (b)      designed such internal control over financial reporting, or
                  caused such internal control over financial reporting to be
                  designed under our supervision, to provide reasonable
                  assurance regarding the reliability of financial reporting and
                  the preparation of financial statements for external purposes
                  in accordance with generally accepted accounting principles;

         (c)      evaluated the effectiveness of the company's disclosure
                  controls and procedures and presented in this reported our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the period covered by this annual report
                  based on such evaluation; and

         (d)      disclosed in this report any change in the company's internal
                  control over financial reporting that occurred during the
                  company's most recent fiscal quarter that has materially
                  affected, or is reasonably likely to materially affect, the
                  company's internal control over financial reporting; and

   5.    The other certifying officers and I have disclosed, based on our most
         recent evaluation of internal control over financial reporting, to the
         company's auditors and the audit committee of the company's board of
         directors (or persons performing the equivalent function):

         (a)      all significant deficiencies and material weaknesses in the
                  design or operation of internal controls over financial
                  reporting which are reasonably likely to adversely affect the
                  company's ability to record, process, summarize and report
                  financial information; and

         (b)      any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  company's internal control over financial reporting.


May 14, 2004                                           /s/  Mike Peterson
                                                       -------------------------
                                                       Mike Peterson,
                                                       Chief Financial Officer